Proxy Voting Guidelines

Doing Business in the U.S.

In This Issue: - Preface - Chapter 1 Choice Of A Business Entity - Chapter 2 Introduction To Federal Securities Laws - Chapter 3 From Let’S Go Shopping To Closing: U.S. M&A Process - Chapter 4...more

Court Invalidates Director Elections Due To Voting Instructions Provided By Telephone

by Matthew Fleming | Dentons on 4/11/2013

In a recent decision,the Supreme Court of British Columbia set aside and declared invalid an annual general meeting of shareholders and the resolutions passed at the meeting following a proxy fight between management and...more

ESMA Recommends Proxy Advisor Code of Conduct

by Tim Aron, Edward Black | Katten Muchin Rosenman LLP on 2/27/2013

On February 19, the European Securities and Markets Authority (ESMA) published a Feedback Statement on its March 2012 consultation on the role of the proxy advisory industry as service providers to institutional investors...more

ISS Governance QuickScore to Replace GRId System

by Jason Martinez | Smith, Anderson, Blount, Dorsett, Mitchell &... on 2/5/2013

Institutional Shareholder Services (ISS), a leading provider of corporate governance research and proxy voting services, has announced that it is replacing the Governance Risk Indicators (GRId) database, which was designed to...more

ISS Publishes Updated FAQs for its Proxy Voting Policies

by Robert L. Kohl, Jonathan Weiner | Katten Muchin Rosenman LLP on 1/10/2013

On December 20, Institutional Shareholder Services (ISS) published updated FAQs regarding its proxy voting policies and procedures. The updated FAQs address, among other things, ISS’ policies for evaluating executive...more

2013 U.S. Proxy Voting Policies and Procedures FAQ (Excluding Compensation-Related Questions)

by Miriam R. Sowinski | Holland & Knight LLP on 1/10/2013

The following issues are among those addressed in ISS' non-compensation-related FAQs... ...more

SEC's New Position on Voting Buttons Necessitates Changes to Online and Telephone Proxy Solicitation

by Paul S. Lawler | Holland & Knight LLP on 1/10/2013

The SEC recently informed service providers in the proxy distribution industry of a new interpretive position regarding the use of voting buttons. According to the new SEC staff position, service providers must present...more

Considerations for the 2013 Form 10-K and Annual Proxy Season

by Colin Diamond, Holt Goddard, David Johansen, Michelle Rutta | White & Case LLP on 1/7/2013

The upcoming 2013 proxy season will likely be impacted by new policies issued by proxy advisers, as well as shareholder activists taking advantage of previously adopted rules, rather than by recent legislative or rulemaking...more

Corporate and Financial Weekly Digest - January 4, 2013

by Katten Muchin Rosenman LLP on 1/7/2013

In this issue: - CII Submits Rule 10b5-1 Rulemaking Petition to the SEC - ISS Publishes Updated FAQs for its Proxy Voting Policies - CFTC Issues Final Order on Cross-Border Swaps - CFTC Issues No-Action...more

Dealing with ISS and Other Proxy Advisory Firms this Proxy Season

by Jeffrey A. Scudder | Snell & Wilmer L.L.P. on 1/2/2013

Set forth below are summaries of key ISS and Glass Lewis policy updates that will take effect for the 2013 proxy season. ISS Policy Updates - Pay-for-Performance Evaluation - Revised Peer Group Methodology. ISS...more

Corporate Communicator - Winter 2013

by Jeff E. Beck, Franc E. Del Fosse III, Joseph M. Miller, Joshua Schneiderman, Jeffrey A. Scudder | Snell & Wilmer L.L.P. on 12/29/2012

In This Issue: - 2013 Annual Meeting Season - Dealing with ISS and Other Proxy Advisory Firms this Proxy Season - SEC Update - Other NYSE/NASDAQ Developments - Delaware Law Update — Delaware Court Applies...more

Public Company Priorities for the New Year

by David A. Cifrino, Thomas P. Conaghan, Amy Ferrer, Eugene Goldman, Andrea S. Kramer, Amy S. Leder, Andrew C. Liazos, Obiamaka P. Madubuko, Thomas J. Murphy, Anne G. Plimpton, more +Jonathan Rochwarger, Heather Egan Sussman | McDermott Will & Emery on 12/19/2012

Looking ahead to 2013, directors, executives and general counsel of public companies can take some solace from the fact that 2012 was not a year in which a large number of significant new disclosure rules or governance...more

Reviewing the 2012 Proxy Season and Preparing for 2013

by Wilson Sonsini Goodrich & Rosati on 12/19/2012

The 2012 proxy season will likely be remembered as an evolutionary, rather than revolutionary, year at the corporate ballot box. Many of the trends seen in 2011—the first year of mandatory say-on-pay—continued in 2012, with...more

Focus on Securities/Corporate Finance - December 2012: Updates to the ISS and Glass Lewis 2013 Proxy Voting Guidelines affecting...

by Dentons on 12/12/2012

Both Institutional Shareholder Services Inc. (“ISS”) and Glass Lewis & Co. (“GL”) released updates in November 2012 to their proxy voting recommendation guidelines for the 2013 shareholder meeting season. Below is a summary...more

Canadian Securities Regulators Adopt Amendments To Improve Issuer Communications With Investors

by Fabian Monaco | Dentons on 12/6/2012

On November 29, 2012, the Canadian Securities Administrators (“CSA”) announced the adoption of regulatory changes and amendments (the “Notice”) to National Instrument 54-101 – Communication with Beneficial Owners of...more

Corporate and Financial Weekly Digest - November 30, 2012

by Katten Muchin Rosenman LLP on 12/3/2012

In this issue: - SEC Posts Small Entity Compliance Guide Regarding Conflict Minerals Disclosure - SEC Publishes List of Rules to Be Reviewed Over Next 12 Months - Register for Our 2013 Proxy Season Update...more

ISS Issues Final 2013 Proxy Voting Policies

by Wilson Sonsini Goodrich & Rosati on 11/29/2012

Proxy advisory firm Institutional Shareholder Services (ISS) has released its updated 2013 U.S. Corporate Governance Policy. The updated policy guidelines generally will be applied to ISS voting recommendations for...more

ISS Raises the Stakes on Shareholder Proposal Votes: Will Recommend Against Electing Boards that Fail to Respond to...

by Proskauer Rose LLP on 11/28/2012

Institutional Shareholder Services ("ISS") has made it much more difficult for boards to disregard advisory votes on shareholder proposals....more

What’s New in Executive Compensation for the Upcoming Proxy Season: Compensation Committee and Adviser Independence, ISS...

by Danielle Benderly, Elizabeth Breakstone, J. Sue Morgan | Perkins Coie on 11/28/2012

Public companies preparing for the upcoming 2013 proxy season will need to keep in mind a number of new developments related to executive compensation, including: - New Securities and Exchange Commission rules that...more

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